CONSTRUCTING OUR TOMORROW 共築明天...SOHO tower, a 29-storey SOHO tower and a 27-storey hotel...

共築明天

CONSTRUCTING OUR

TOMORROW

中期報告INTERIM REPORT

Interim

Rep

ort 2

01

8

CONTENTS

2 Corporate Information

3 Management Discussion and Analysis

8 Corporate Governance and Other Information

12 Consolidated Statement of Profit or Loss and Other Comprehensive Income

13 Consolidated Statement of Financial Position

15 Consolidated Statement of Changes in Equity

16 Consolidated Statement of Cash Flows

18 Notes to the Consolidated Financial Statements

2 INTERIM REPORT 2018 BGMC International Limited

CORPORATE INFORMATION

BOARD OF DIRECTORSEXECUTIVE DIRECTORS

Tan Sri Dato’ Sri Goh Ming Choon(Chairman)

Dato’ Mohd Arifin bin Mohd Arif (Vice-chairman)

Dato’ Teh Kok Lee (Chief Executive Officer)

Ir. Azham Malik bin Mohd Hashim

INDEPENDENT NON-EXECUTIVE DIRECTORS

Tan Sri Dato’ Seri Kong Cho Ha

Chan May May

Ng Yuk Yeung

AUDIT COMMITTEE

Ng Yuk Yeung (Chairman)

Tan Sri Dato’ Seri Kong Cho Ha

Chan May May

REMUNERATION COMMITTEE

Chan May May (Chairman)

Tan Sri Dato’ Sri Goh Ming Choon

Ng Yuk Yeung

NOMINATION COMMITTEE

Tan Sri Dato’ Seri Kong Cho Ha (Chairman)

Dato’ Teh Kok Lee

Chan May May

HEADQUARTERS AND PRINCIPAL PLACE OF BUSINESS IN MALAYSIA

A-3A-02, Block A, Level 3ASky Park One CityJalan USJ 25/147650 Subang JayaSelangor Darul EhsanMalaysia

PRINCIPAL PLACE OF BUSINESS IN HONG KONG

31/F, 148 Electric RoadNorth PointHong Kong

REGISTERED OFFICE

Estera Trust (Cayman) LimitedPO Box 1350, Clifton House75 Fort StreetGrand Cayman KY1-1108Cayman Islands

STOCK CODE

1693

COMPANY’S WEBSITE ADDRESS

www.bgmc.asia

COMPANY SECRETARY

Kwok Siu Man, FCIS, FCS

AUTHORISED REPRESENTATIVES

Dato’ Teh Kok Lee

Kwok Siu Man, FCIS, FCS

PRINCIPAL SHARE REGISTRAR AND TRANSFER OFFICE IN THE CAYMAN ISLANDS

Estera Trust (Cayman) LimitedPO Box 1350, Clifton House75 Fort StreetGrand Cayman KY1-1108Cayman Islands

HONG KONG BRANCH SHARE REGISTRAR AND TRANSFER OFFICE

Boardroom Share Registrars (HK) LimitedRoom 2103B, 21/F148 Electric RoadNorth PointHong Kong

INDEPENDENT AUDITOR

Deloitte PLTLevel 16, Menara LGB1 Jalan Wan KadirTaman Tun Dr. Ismail60000 Kuala LumpurMalaysia

COMPLIANCE ADVISER

Fortune Financial Capital LimitedUnits 4301–8 & 13, 43rd FloorCOSCO Tower183 Queen’s Road CentralHong Kong

LEGAL ADVISER

As to Hong Kong law

Kwok Yih & ChanSuites 2103–05, 21st Floor9 Queen’s Road CentralHong Kong

PRINCIPAL BANKERS

United Overseas Bank Limited23/F, 3 Garden RoadCentralHong Kong

DBS Bank (Hong Kong) LimitedUnits 1201 & 1210–1812/F, Mira Tower A132 Nathan RoadTsimshatsui, KowloonHong Kong

3INTERIM REPORT 2018BGMC International Limited

MANAGEMENT DISCUSSION AND ANALYSIS

The board (“Board”) of directors (“Directors”) of BGMC International Limited (“Company”) is pleased to announce the unaudited consolidated re su l t s o f t he Company and i t s subsidiaries (collectively “Group” or “BGMC”) for the six months ended 31 March 2018 (“1H2018”), together with the comparative figures for the six months ended 31 March 2017 (“1H2017”) and other relevant figures.

Business Review

Construction Services Sector

Notwiths tanding the decrease in recognition of revenue in 1H2018, the Construction Services sector continued to be BGMC’s main revenue contributor, contributing 98.2% or RM306.4 million in 1H2018 as compared to 98.5% or RM353.8 million recorded in 1H2017. The slight decrease in contribution was primarily because progress for most of the projects were still in early stage of completion in all the segments, namely Building and Structure, Earthwork and Infrastructure, Mechanical and

Electrical, Energy Transmission and Distribution even though the Group managed to secure RM792.6 million of new contracts in the financial year ended 30 September 2017 while successfully adding nineteen (19) new projects worth RM244.5 million in contract value as of 1H2018.

As at 31 March 2018, the BGMC’s order book for Construction Services sector stood at RM3.6 billion while its outstanding order book stood at RM1.1 billion.

The BGMC’s ongoing projects are as follows:

Project Descriptions

Contract Value

(RM’000) Status

D’Pristine Medini: Construction of a mixed development consisting of a 3-storey retail unit, 6-storey parking facilities, a 23-storey office tower, a 28-storey SOHO tower, a 29-storey SOHO tower and a 27-storey hotel tower at Medini Iskandar, Johor, Malaysia.

580,000 Ongoing

The Sky Seputeh: Construction of two blocks of 37-storey towers consisting of 290 units of apartments, car parks and other facilities at Taman Seputeh, Wilayah Persekutuan, Malaysia.

292,020 Ongoing

Setia Spice: Construction of a 26-storey building which consists of a 19-storey hotel tower (453 rooms), a 3-storey carpark, 4-storey hotel facilities and a 2-storey basement carpark at Setia Spice, Bayan Lepas, Penang, Malaysia.

209,488 Ongoing

The Serini: Construction of two blocks of 38-storey towers consisting of 528 units of apartments, car parks and other facilities at Melawati, Selangor, Malaysia.

178,908 Ongoing

TNB Worker’s Quarters: Construction of one block of 8-storey executive quarters (24 units), three blocks of 9-storey non-executive quarters (160 units) and other facilities at Kuala Berang, Terengganu, Malaysia.

76,531 Ongoing

V-Residency 5: Construction of a 24-storey tower consisting of apartments and other amenities at Selayang Town, Gombak District, Selangor, Malaysia.

66,850 Ongoing

Melaka Power Plant: Building Works for the Construction of 2,422 megawatt

(“mw”) Combined Cycle Gas Turbine (“CCGT”) Power Plant at Kuala Sungai

Baru, Alor Gajah, Melaka, Malaysia.

49,853 Ongoing



Building and Structure

Leveraging on the amount of contracts of Building and Structures segment we had in hand, this segment was at the forefront of the Construction Services business component, contributing 73.6% or RM245.2 million during the 1H2018.

For 1H2018, all the key projects were still in different stages of completion. Projects such as MSM Warehouse, the Serini Melawati and D’Pristine Medini are close to completion. Meanwhile, those that had started and progressed well are projects such as Sky Seputeh, Setia Spice and V-Residency 5. In the meantime, the Group had also started new projects like the Building Works for the Melaka 2,422mw CCGT Power Plant and the Tenaga Nasional Berhad (“TNB”) Worker’s Quarters.

A s a t 31 Ma r ch 2018 , BGMC secured four (4) new contracts worth RM163.7 million for this segment such as the Building Works for the Melaka 2,422mw CCGT Power Plant and the TNB Worker’s Quarters. BGMC has an outstanding order book of RM799.9 million in this segment.

Energy Transmission and Distribution

For 1H2018, BGMC undertook Energy Transmission and Distribution works that involved the installation of 132 kilovolt (“kV”) underground cabling systems and the construction of a 275/132kV power substation. This segment has contributed 8.9% or RM29.5 million to BGMC in 1H2018 and i t had recorded a healthy growth throughout this period. The increase was made possible with the construct ion of PMU 275/132kV Tanjung Langsat

which is close to completion while the underground cabling works into PMU MRT Semantan from PMU Damansara City to PMU Brickfield have also made to an advance progress.

Wi th the award of another new con t rac t o f 132kV underground cabling installation work from PMU Sri Hartamas to PMU Matrade worth RM15.2 million, this segment had an outstanding order book of RM92.6 million as at 31 March 2018.

Mechanical and Electrical

During the 1H2018, the Mechanical and Electrical segment has contributed RM22.0 mill ion to the revenue of BGMC. It experienced a decrease of 15.4% from RM26.0 million in 1H2017. The segment’s proportion to BGMC total revenue was recorded at 6.6% in 1H2018 compared to 6.8% in 1H2017. The decrease is because majority of the projects are still in an early stage of the progress. The segment has eighteen (18) ongoing projects.

As of 31 March 2018, the segment managed to secure twelve (12) new contracts worth RM28.8 million in total and had retained healthy outstanding contracts worth RM160.7 million.

Earthwork and Infrastructure

The Earthwork and Infrastructure Works segment has recorded only RM9.6 million of revenue in 1H2018 or 2.9% of the total revenue. A low outstanding contract sum means that lower amount of construction activities were recorded in 1H2018. There were lower winning rates for the new tenders compared to 1H2017.

Anyway, the segment has managed to secure a new contract in 1H2018 for an amount of RM36.0 million. The contract includes Earthworks, Soil Improvements Works, Instrumentation Works and its Associated Works at Kuala Langat. This new contract has boosted the outstanding order to RM48.5 million in total as of 31 March 2018.

Concession and Maintenance Services Sector

In 1H2018, the Concession segment recorded an imputed interest income of RM21.5 million compared to RM21.8 million in 1H2017. The Maintenance Services segment, on the other hand, contributed RM5.5 million to the overall revenue in 1H2018 beating the RM5.3 million recorded in 1H2017.

The remaining period for our UiTM concession stands at 17 years and 8 months as of 31 March 2018. The outstanding imputed interest income for our Concession segment that is yet to be recognised is therefore calculated at RM853.8 million while the outstanding contract value for the Maintenance Services segment is now recorded at RM189.9 million.

Leveraging on the experience and expertise in the Construction Services sec to r and the Concess ion and Maintenance Services sector, BGMC has managed to secure another concession project to construct and develop a large scale solar PV plant (“LSSPV Plant”) of 30 megawatt alternate current (“MWa.c.”) at Kuala Muda, Kedah, Malaysia.

B G M C h a d m a d e v o l u n t a r y announcements in relat ion to the



winning of the concession project on 12 December 2017, 28 March 2018 and 24 April 2018 respectively. BGMC successfully accepted the letter of award from the Energy Commission of Malaysia while having signed a 21-year power purchase agreement with TNB, the sole electricity distributor in Peninsular Malaysia. The commercial operation date of the LSSPV Plant is scheduled to be on 30 September 2020.

The s u c ce s s o f t h e U i TM B LMT project has helped elevate BGMC’s performance in the Concession and Maintenance Services sector and this in turn has enhanced the ability to secure more concessions in the future. In Malaysia, we foresee construction projects to increase, which will also increase the number of concession projects in t ranspor tat ion, road, communications, healthcare, energy and education sectors undertaken by the government of Malaysia. BGMC believes that it is working from a position of strength to capture the concession projects under the Private Finance Initiative (“PFI”) programme, which will widen its customer base and at the same time, strengthen its reputation in both Malaysia and the region’s construction landscape.

Future Prospects

Though with the slight drop in the performance during 1H2018, the future is still very promising for BGMC. As there is a strong replenishment of the order book and a high outstanding value in the order books of BGMC, we are confident that BGMC will have a bright prospect. With the newly won concession project to construct and develop a 30 MWa.c. LSSPV plant, it

is foreseeable that the performance will improve for the next 24 to 36 months.

Moving forward, BGMC will optimise productivity and replenish the order books accordingly in the next six (6) months, tender for new projects in the corporate sector, property (residential and commercial) sector, and industrial sector, government-linked projects, support infrastructure projects in Malaysia as well as seize opportunities available elsewhere in the Southeast Asia region. At the same time, BGMC is looking for possible opportunities via strategic partnerships to extend our portfolio and footprint across the region, thereby increasing our market share in the near future.

Financial Review

Revenue

BGMC’s strategy to create further income streams from the Construction Se r v i c e s s e c t o r a s we l l a s t h e Concession and Maintenance Services sector faced some headwinds in the 1H2018. BGMC experienced a decrease of 13.2% in revenue from RM359.1 million in 1H2017 to RM311.9 million in 1H2018. The overall decrease was mainly due to slower than expected progress of work in some of the newly awarded contrac ts . The fo l lowing are the breakdown of each of the segments:

• The Building and Structure segment experienced a decrease in revenue of 8.4% from RM267.7 million in 1H2017 to RM245.2 million in 1H2018 due to delay in the kick-start of some of the newly awarded contracts, for example Sky Seputeh and Spice Hotel. The delay was

due to the readiness and handing over of the construction site to the Company.

• The Energy Transmission and Distribution segment experienced an increase in revenue of 10.5% from RM26.7 million in 1H2017 to RM29.5 million in 1H2018. The higher income resulted from bet ter s tage of progress for power substation work at PMU 275/132kV Tanjung Langsat and underground cabling works of PMU MRT Semantan.

• The Mechanical and Electrical segment experienced a decrease i n r e venue o f 15 .4% f r om RM26.0 million in 1H2017 to RM22.0 mil l ion in 1H2018. Despite the progress of The Henge project being at a more advance progress stage, thus making a larger contribution to 1H2018, most of the other projects were still in the early stage of progress. While D’Pristine Medini project is nearing its completion, the progress is slower than expected.

• The Earthwork and Infrastructure segment experienced a decrease i n r e venue o f 71 .3% f r om RM33.4 million in 1H2017 to RM9.6 million in 1H2018. The sharp decrease was due to low outstanding contract sum and the failure to secure more similar contracts compared to 1H2017.

• The Concession and Maintenance Services segment experienced a slight decrease in revenue of 0.4% from RM27.1 million in 1H2017 to RM27.0 million in 1H2018.



Gross Margin

Gross profit reduced to RM44.8 million in 1H2018 from RM65.9 mil l ion in 1H2017 whilst the gross margin dropped to 14.4% for 1H2018 from 18.4% in 1H2017. The decreases in gross profit was mainly due to (i) the early stage of progress for most of the projects in hand; and (ii) our wait for the final account and claim settlement of the completed projects. Meanwhile, the reduction in gross margin is due to (i) the increase in the material cost of steel product for the ongoing projects; and (ii) the infant stage of some of the newly awarded contracts.

Administrative and Other Expenses

Administrative expenses increased from RM31.7 million for 1H2017 to RM37.1 million for 1H2018, mainly due to an increase in staff costs and depreciation. The increase in headcount from 383 as at 31 March 2017 to 431 as at 31 March 2018 contributed to a substantial increase in staff costs as more headcount was required for newly awarded contracts. Overall, the staff costs increased from RM13.5 million in 1H2017 to RM17.7 million in 1H2018.

Higher depreciation charges of RM4.6 million were recorded in 1H2018 as compared to RM3.6 million recognised in 1H2017 due to the increase in the acquisition cost of construction machineries and equipment during the 1H2018.

Appreciation of RM against Hong Kong Dollar (“HKD”) resulted in unrealised foreign exchange loss of RM1.1 million in 1H2018 (1H2017: Nil) arising from

fixed deposits, cash and bank balances denominated in HKD currency.

Finance Costs

Finance costs increased from RM9.8 million in 1H2017 to RM10.9 million in 1H2018 due to a 25 basis points hike in Malaysia overnight policy rate (“OPR”) with effect from 25 January 2018.

Income Tax

Effective income tax in 1H2018 was 33.2% compared with 32.1% as recorded in 1H2017.

Profit Attributable to the Owners of the Company

Based on the above factors, profit at t r ibutable to the owners of the Company decreased by RM19.0 million or 58.4% from RM32.6 million in 1H2017 to RM13.6 mil l ion in 1H2018.

Liquidity, Financial Resources and Capital Structure

The gearing rat io improved from 82.2% as at 30 September 2017 to 76.2% recorded as at 31 March 2018 mainly due to an increase in equity attributable to higher accumulated retained earnings and repayment of the term loan instalment for our UiTM BLMT project.

Our cash and cash equivalents as at 31 March 2018 amounted to RM119.9 million compared to RM136.6 million recorded as at 30 September 2017 due to the increase in financing for newly secured projects.

Treasury Policies

The Company’s financing and treasury activities are centrally managed and controlled at the corporate level. The Company’s bank borrowings are all denominated in RM and have been arranged on a floating-rate basis. It is the Company’s policy not to enter into derivative transactions for speculative purposes.

Net Current Assets

As at 31 March 2018, our net current assets amounted to RM238.2 million compared to net current assets of RM241.6 million recorded as at 30 September 2017 due to a decrease in fixed deposits and bank balances to finance new projects.

The Board regularly reviews the maturity analysis of the Group’s contractual liabilities and concluded that there is no liquidity issue that may cast significant doubt on the Company’s ability to continue as a going concern.

Capital Expenditures

Our capi ta l expendi tures mainly consist of procurement of construction machineries such as tower cranes, conc re te pumps and a lum in ium formworks, which were financed by hire purchase, the proceeds from the global offering and internally generated funds. For 1H2018, our acquisition of property, plant and equipment amounted to RM2.3 million which mainly comprised construction machineries and equipment.



Foreign Exchange Exposure

The functional currencies of our operations, assets and liabilities are mostly denominated in RM. Therefore, we are not exposed to any significant foreign exchange risk, except for our HKD denominated fixed deposit and bank balances. No hedging financial instruments are employed yet to manage foreign exchange risk.

Significant Investments Held

The Group did not hold any significant investments during 1H2018.

Employees and Remuneration Policies

As at 31 March 2018, the Group had a work force of 431 employees compared with 383 employees as at 31 March 2017. Total staff costs incurred in 1H2018 were RM17.7 million as compared to RM13.5 million recorded in 1H2017.

Remuneration is determined by reference to prevailing market terms and in accordance with the performance, qualification and experience of each individual employee. Periodic in-house training programs are also offered.

The Company has adopted a share option scheme (“Share Option Scheme”) on 9 August 2017 (“Listing Date”) to enable the Company to grant options to eligible participants as incentives and rewards for their contribution to the Group. Please refer to “Share Option Scheme” in the section headed “Directors’ Report” in the Company’s 2017 annual report for further details.

Use of Net Proceeds from the Listing

The issued ordinary shares of the Company were successfully listed on the Main Board of The Stock Exchange of Hong Kong Limited (“Stock Exchange”) on the Listing Date at HK$0.70 per share. The proceeds (net of listing expenses) were approximately RM143.1 million. In accordance with the proposed applications set out in the section headed “Future Plans and Use of Proceeds” in the Company’s prospectus dated 31 July 2017 (“Prospectus”), the net proceeds received were applied by the Group from the Listing Date up to 31 March 2018 as follows:

Use of net proceeds Net proceeds

Use of proceeds

from the Listing Date up to 31 March

2018Unused amount

Unused amount

(RM million) (RM million) (RM million) (Percentage)

Financing for new projects 93.0 23.9 69.1 74.3%Acquisition of additional machineries

and equipment 35.8 9.1 26.7 74.6%Working capital 14.3 14.3 – – Total 143.1 47.3 95.8 66.9%

The unutilised net proceeds will be applied in the manner consistent with that mentioned in the Prospectus. The Directors are not aware of any material change to the planned use of proceeds as at the date of this report.


CORPORATE GOVERNANCE AND OTHER INFORMATION

Directors’ and Chief Executive’s Interests and Short Positions in the Shares, Underlying Shares and Debentures of the Company or its Associated Corporations

As at 31 March 2018, the interests of the Directors and the chief executive of the Company in the shares, underlying shares and debentures of the Company and its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance, Chapter 571 of the laws of Hong Kong (“SFO”), as notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which he/she was taken or deemed to have taken under such provisions of the SFO), as recorded in the register required to be kept under section 352 of the SFO, or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuer (“Model Code”) set out in Appendix 10 to the Rules Governing the Listing of Securities on the Stock Exchange (“Listing Rules”) were as follows:

Interests in the shares of the Company (“Shares”)

Name of DirectorsCapacity/Nature of interests

Number of Shares

Percentage of shareholding

(Note 4)

Tan Sri Dato’ Sri Goh Ming Choon (“Tan Sri Barry Goh”) (Note 1)

Interest of a controlled corporation and interests held jointly with another person

1,269,000,000(L) 70.5%

Dato’ Teh Kok Lee

(“Dato’ Michael Teh”) (Note 1)Interest of a controlled corporation and

interests held jointly with another person1,269,000,000(L) 70.5%

Dato’ Mohd Arifin bin Mohd Arif

(“Dato’ Arifin”) (Note 2)Interest of a controlled corporation 81,000,000(L) 4.5%

“L” denotes long position

Notes:

(1) On 15 December 2016, Tan Sri Barry Goh and Dato’ Michael Teh entered into a concert party confirmatory deed (“Concert Party Confirmatory Deed”) to acknowledge and confirm, among other things, that they had been parties acting in concert with each other with respect to their interests in or the business of the Company and the relevant members of the Group since they became shareholders of BGMC Builder and would continue to act in concert after the signing of the Concert Party Confirmatory Deed. For further details, please refer to the paragraph headed “History, Development and Reorganisation – Concert Party Confirmatory Deed” in the Prospectus.

The aggregate 1,269,000,000 Shares interested by them in aggregate consist of (i) 864,000,000 Shares beneficially owned by Prosper International Business Limited (“Prosper International”) which is beneficially wholly-owned by Tan Sri Barry Goh; and (ii) 405,000,000 Shares beneficially owned by Seeva International Limited (“Seeva International”) which is beneficially wholly-owned by Dato’ Michael Teh. Each of Tan Sri Barry Goh and Dato’ Michael Teh is deemed to be interested in all the Shares held or deemed to be held by them in aggregate by virtue of the SFO.

(2) The entire issued share capital of Kingdom Base Holdings Limited (“Kingdom Base”) is owned by Dato’ Arifin. Therefore, Dato’ Arifin is deemed to be interested in all the 81,000,000 Shares held by Kingdom Base by virtue of the SFO.

(3) On 16 April 2018, 60,750,000 Shares beneficially owned by Seeva International were transferred to Kingdom Base.

(4) These percentages are calculated on the basis of 1,800,000,000 Shares in issue as at 31 March 2018.



Interests in the shares of the associated corporations

Name of Directors

Name ofassociated corporations

Capacity/Nature of interests

Number of ordinary

shares

Percentageof

shareholding

Tan Sri Barry Goh Prosper International Beneficial owner 100 100% Dato’ Michael Teh Seeva International Beneficial owner 1 100%

Save as disclosed above, as at 31 March 2018, none of the Directors or the chief executive of the Company had any interests or short positions in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO), which were required: (a) to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which he/she was taken or deemed to have taken under such provisions of the SFO); or (b) pursuant to section 352 of the SFO, to be recorded in the register referred to therein; or (c) pursuant to the Model Code, to be notified to the Company and the Stock Exchange.

Substantial Shareholders’ Interests and Short Positions in the Shares and Underlying Shares of the Company

So far as the Directors or the chief executive of the Company are aware of, as at 31 March 2018, the following corporations had interests or short positions in the Shares or underlying Shares, which would fall to be disclosed under the provisions of Divisions 2 and 3 of Part XV of the SFO or which were recorded in the register required to be kept by the Company under section 336 of the SFO:

Name of ShareholdersCapacity/Nature of interests

Number of Shares held

Percentage of shareholding

(Note 2)

Prosper International (Note 1) Beneficial owner and interests held jointly with another persons

1,269,000,000(L) 70.5%

Seeva International (Note 1) Beneficial owner and interests held jointly

with another persons1,269,000,000(L) 70.5%

“L” denotes long position

Notes:

(1) On 15 December 2016, Tan Sri Barry Goh and Dato’ Michael Teh entered into the Concert Party Confirmatory Deed to acknowledge and confirm, among other things, that they had been parties acting in concert with each other with respect to their interests in or the business of the Company and the relevant members of the Group since they became shareholders of BGMC Builder and would continue to act in concert after the signing of the Concert Party Confirmatory Deed. For further details, please refer to “Concert Party Confirmatory Deed” sub-section in the section headed “History, Development and Reorganisation” in the Prospectus.

The aggregate 1,269,000,000 Shares interested by them in aggregate consist of (i) 864,000,000 Shares beneficially owned by Prosper International which is directly wholly-owned by Tan Sri Barry Goh; and (ii) 405,000,000 Shares beneficially owned by Seeva International which is directly wholly-owned by Dato’ Michael Teh. Each of Prosper International and Seeva International is deemed to be interested in all the Shares held or deemed to be held by Tan Sri barry Goh and Dato’ Michael Teh in aggregate by virtue of the SFO.

(2) These percentages are calculated on the basis of 1,800,000,000 Shares in issue as at 31 March 2018.



Save as disclosed above, so far as the Directors or the chief executive of the Company are aware of, as at 31 March 2018, no corporation/person (not being a Director or the chief executive of the Company) had any interests or short position in the Shares or underlying Shares, which would be required to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or which was recorded in the register required to be kept by the Company under section 336 of the SFO.

Share Option Scheme

The Company has adopted the Share Option Scheme on the Listing Date to enable the Company to grant options to eligible participants as incentives and rewards for their contribution to the Group. As at 31 March 2018, there were no outstanding share options and no share options were granted, exercised or cancelled or lapsed during 1H2018. Further details of the Share Option Scheme are set out in the Company’s 2017 annual report.

Pledge of Assets

The net book value of plant and equipment pledged for long term finance lease as at 31 March 2018 amounted to RM33.9 million compared to RM35.9 million as of 30 September 2017. Certain banking facilities of the Group were secured by the Group’s bank deposits of RM22.7 million as of 31 March 2018 compared with RM20.1 million as at 30 September 2017.

Material Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures

During 1H2018, BGMC had no material acquisitions or disposals of subsidiaries, associates or joint venture.

Purchase, Sale or Redemption of Listed Securities

During 1H2018, the Company did not redeem its listed securities and neither did the Company nor any of its subsidiaries purchase or sell any of such securities.

Corporate Governance

The Board recognises that good corporate governance is essential in enhancing the value of the Shareholders and is committed to maintaining a high standard of business ethics, a healthy corporate culture and good corporate governance practices. The Company has applied and complied with all the applicable code provisions in the Corporate Governance Code (“CG Code”) as set out in Appendix 14 to the Listing Rules in 1H2018.

Dividend

The Board has taken into consideration, among other factors, the Group’s results of operation, financial health and capital requirements, in contemplating the declaration of dividends. The Board has resolved not to declare the payment of an interim dividend for 1H2018.

Events After the Financial Period ended 31 March 2018

Except for the award of a construction contract worth RM273.7 million for the construction and completion of earthworks and basement parking for a mixed development project at Jalan Maarof, Wilayah Persekutuan, Kuala Lumpur on 18 April 2018; and the award of a concession project for the development and construction of a 30 MWa.c. LSSPV plant by the Energy Commission of Malaysia on 24 April 2018, no significant event has occurred affecting the Group since 31 March 2018, being the end of the 1H2018 and up to the date of this report.



Securities Transactions by Directors

The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers (the “Model Code”) as set out in Appendix 10 to the Listing Rules as its own code of conduct governing securities transactions by the Directors. Following a specific enquiry made by the Company with each of them, all Directors confirmed that they had complied with the required dealing standards set out in the Model Code during the 1H2018.

Changes in Information of Directors

Pursuant to Rule 13.51B(1) of the Listing Rules, the changes in information of the Directors since the date of the Company’s 2017 annual report are set out below:

• Mr. Ng Yuk Yeung, an Independent Non-Executive Director, was appointed as an independent non-executive director of Dowway Holdings Limited (stock code: 8403) on 16 May 2018, whose issued shares were expected to be initially listed on the Stock Exchange on 12 June 2018.

• Tan Sri Barry Goh, an Executive Director, was appointed as an executive director of Kingsley Edugroup Limited (stock code: 8105) (“Kingsley”) whose shares were initially listed on the Stock Exchange on 16 May 2018. He also serves as a member of the remuneration committee and the nomination committee of the board of directors of Kingsley.

• Ms. Chan May May, an Independent Non-Executive Director, was appointed as an independent non-executive director of Pentamaster International Limited (stock code: 1665) on 19 December 2017. She also serves as a member of the audit committee and the nomination committee of the board of directors.

Review of Results by Audit Committee

The Audit Committee was established on 3 July 2017 with written terms of reference in compliance with code provision C.3 of the CG Code and Rule 3.22 of the Listing Rules. The Audit Committee has reviewed this interim report comprising the unaudited consolidated financial statements of the Group for 1H2018 and has reviewed the applicable accounting standards, the Listing Rules and other applicable legal requirements.

Publication of Interim Results and Interim Report

This interim report of the Company for 1H2018 containing all the information required by the Listing Rules is published on the website of the Stock Exchange at www.hkexnews.hk and the website of the Company at www.bgmc.asia.

By order of the BoardBGMC International Limited

Tan Sri Dato’ Sri Goh Ming ChoonChairman and Executive Director

Subang Jaya, Malaysia, 21 May 2018


CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOMEFor the six months period ended 31 March 2018

1H2018 1H2017RM RM

Notes (Unaudited) (Audited)

Revenue 4 311,871,983 359,093,402Cost of sales (267,028,758) (293,185,226)

Gross profit 44,843,225 65,908,176

Income from concession agreement 4 21,530,907 21,838,857Other income 1,699,267 274,751Administrative and other expenses (37,119,671) (31,743,527)Finance costs (10,867,851) (9,818,035)

Profit before tax 5 20,085,877 46,460,222Income tax expense 6 (6,673,044) (14,906,079)

Profit for the year 13,412,833 31,554,143

Other comprehensive income, net of tax – –

Total comprehensive income for the year 13,412,833 31,554,143

Profit and total comprehensive income for the year attributable to:

Owners of the Company 13,551,836 32,598,460Non-controlling interests (139,003) (1,044,317)

13,412,833 31,554,143

Earnings per shareBasic and diluted (RM sen) 7 0.75 2.41


CONSOLIDATED STATEMENT OF FINANCIAL POSITIONAs at 31 March 2018

31 March 2018

30 September 2017

RM RMNotes (Unaudited) (Audited)

ASSETS

Non-Current AssetsProperty, plant and equipment 8 46,863,947 49,157,711Goodwill 9,244,406 9,244,406Intangible assets 13,790,229 18,462,961Trade receivables 9 279,122,159 281,422,452

Total Non-Current Assets 349,020,741 358,287,530

Current AssetsTrade and other receivables, deposits and prepayments 9 176,136,536 190,221,253Amount due from customers for contract works 10 249,229,793 234,200,657Fixed deposits 102,800,183 132,591,798Cash and bank balances 39,738,012 24,056,670

Total Current Assets 567,904,524 581,070,378

Total Assets 916,925,265 939,357,908

EQUITY AND LIABILITIES

Capital and ReservesShare capital 11 9,862,255 9,862,255Reserves 331,875,611 331,633,019

Equity attributable to owners of the Company 341,737,866 341,495,274Non-controlling interests 7,315,048 7,454,051

Total Equity 349,052,914 348,949,325


CONSOLIDATED STATEMENT OF FINANCIAL POSITIONAs at 31 March 2018

31 March 2018

30 September 2017

RM RMNotes (Unaudited) (Audited)

Non-Current LiabilitiesObligations under finance leases 13,309,621 19,272,423Borrowings 214,601,932 223,177,728Deferred tax liabilities 10,283,127 8,463,083

Total Non-Current Liabilities 238,194,680 250,913,234

Current LiabilitiesAmount due to customers for contract works 10 4,794,704 24,531,615Trade and other payables 12 283,147,457 256,332,500Obligations under finance leases 12,025,738 12,564,077Borrowings 26,188,654 31,617,724Tax liabilities 3,521,118 14,449,433

Total Current Liabilities 329,677,671 339,495,349

Total Liabilities 567,872,351 590,408,583

Total Equity and Liabilities 916,925,265 939,357,908


CONSOLIDATED STATEMENT OF CHANGES IN EQUITYFor the six months period ended 31 March 2018

Share capital

Share premium

Otherreserve

Retained earnings Total

Non- controlling

interestsTotal

equityRM RM RM RM RM RM RM

At 1 October 2016 (Audited) 100 – – 62,919,122 62,919,222 7,164,567 70,083,789Profit and total comprehensive income for the period – – – 32,598,460 32,598,460 (1,044,317) 31,544,143Arising from Reorganisation (Notes 11(a) and (b)) (94) – 94 – – – –Deemed contribution from equity holders – – 65,000,000 – 65,000,000 – 65,000,000

At 31 March 2017 (Audited) 6 – 65,000,094 95,517,582 160,517,682 6,120,250 166,637,932

At 1 October 2017 (Audited) 9,862,255 148,880,345 65,000,094 117,752,580 341,495,274 7,454,051 348,949,325

Profit and total comprehensive income for the period – – – 13,551,836 13,551,836 (139,003) 13,412,833Dividends paid (Note 14) – (13,309,244) – – (13,309,244) – (13,309,244)

At 31 March 2018 (Unaudited) 9,862,255 135,571,101 65,000,094 131,304,416 341,737,866 7,315,048 349,052,914


CONSOLIDATED STATEMENT OF CASH FLOWSFor the six months period ended 31 March 2018

1H2018 1H2017RM RM

(Unaudited) (Audited)

OPERATING ACTIVITIESProfit before tax 20,085,877 46,460,222Adjustments for:

Finance costs 10,867,851 9,818,035Amortisation of intangible assets 4,672,732 4,987,746Depreciation of property, plant and equipment 4,641,563 3,633,901Unrealised foreign exchange loss 1,154,212 –Imputed interest income from trade receivables (21,530,907) (21,838,857)Interest income from bank deposits (1,302,088) (254,306)

Operating cash flows before movements in working capital 18,589,240 42,806,741Decrease/(Increase) in trade and other receivables,

deposits and prepayments 37,915,917 (7,393,074)Increase in amount due from customers for contract works (15,029,136) (68,819,152)Increase in trade and other payables 6,814,957 45,270,925Decrease in amount due to customers for contract works (19,736,911) (20,761,527)

Net cash generated from/(used in) operations 28,554,067 (8,896,087)Income tax paid (15,781,315) (4,530,149)

Net cash from/(used in) operating activities 12,772,752 (13,426,236)

INVESTING ACTIVITIESInterest received 1,302,088 254,306Purchase of property, plant and equipment (2,347,799) (670,203)Advances to related parties – (94,645)Repayment from related parties – 2,281,710Placement of restricted bank balances (10,700,400) (18,090,286)Withdrawal of restricted bank balances – 19,186,578Placement of fixed deposits (2,538,534) (18,543,004)Withdrawal of fixed deposits 10,669,886 3,780,000

Net cash used in investing activities (3,614,759) (11,895,544)


CONSOLIDATED STATEMENT OF CASH FLOWSFor the six months period ended 31 March 2018

1H2018 1H2017RM RM


FINANCING ACTIVITIESInterest paid (10,867,851) (9,818,035)Repayment of borrowings (12,188,099) (22,495,794)Repayment of obligations under finance leases (6,501,141) (2,956,733)(Decrease)/Increase in bank overdrafts (1,816,767) 7,456,681Advances from a related party 20,000,000 –Repayment to related parties – (36,820)Advances from Directors – 1,991,976Dividends paid (13,309,244) –

Net cash used in financing activities (24,683,102) (25,858,725)

NET DECREASE IN CASH AND CASH EQUIVALENTS (15,525,109) (51,180,505)

CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD 136,561,660 70,766,819Effect of foreign exchange rates (1,154,212) –

CASH AND CASH EQUIVALENTS AT END OF THE PERIOD 119,882,339 19,586,314


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. GENERAL

The Company was incorporated as an exempted company with limited liability in the Cayman Islands on 18 November 2016. The address of the Company’s registered office is PO Box 1350, Clifton House, 75 Fort Street, Grand Cayman KY1-1108, Cayman Islands. The Company’s headquarters and principal place of business are both located at A-3A-02, Block A, Level 3A, Sky Park One City, Jalan USJ 25/1, 47650 Subang Jaya, Selangor Darul Ehsan, Malaysia. The Company has established its place of business in Hong Kong at 31/F, 148 Electric Road, North Point, Hong Kong.

The Company is an investment holding company and the principal activities of its subsidiaries are the provision of a wide range of construction services in Malaysia.

The consolidated financial statements are presented in Malaysian Ringgit (“RM”), which is also the functional currency of the Company. The Company’s shares were initially listed on the Main Board of The Stock Exchange of Hong Kong Limited (“Stock Exchange”) on 9 August 2017 (“Listing Date”).

2. GROUP REORGANISATION AND BASIS OF PREPARATION

In preparation for the initial listing of the shares of the Company on the Hong Kong Stock Exchange (“Global Offering”), the Group underwent a reorganisation (“Reorganisation”) as described below.

The Reorganisation involved the setting up of the Company and BGMC Malaysia Limited (“BGMC Malaysia”). BGMC Malaysia was interspersed between BGMC Builder Sdn. Bhd. (“BGMC Builder”) and its then shareholders comprising Tan Sri Dato’ Sri Goh Ming Choon (“Tan Sri Barry Goh”), Dato’ Teh Kok Lee (“Dato’ Michael Teh”) and Dato’ Mohd Arifin bin Mohd Arif (“Dato’ Arifin”), who are also the Directors, (collectively the “Controlling Shareholders”) on 6 December 2016, and then the Company was interspersed between BGMC Malaysia and its Controlling Shareholders on the same day. Thereafter, the Company became the holding company of the companies now comprising the Group. The Group comprising the Company and its subsidiaries resulting from this Reorganisation is regarded as a continuing entity.

The consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows of the Group have been prepared as if the Company had always been the holding company of the companies now comprising the Group and the current group structure had been in existence throughout the years or since their respective dates of incorporation, where it is a shorter period.

The consolidated statement of financial position of the Group as at 30 September 2017 and 31 March 2018 present the assets and liabilities of the companies comprising the Group which had been incorporated on those dates and as if the current group structure had been in existence as at those dates.



3. APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (“IFRSs”)

For the purpose of preparing and presenting the consolidated financial statements for the 1H2018, the Group has consistently applied all new and revised IFRSs, International Accounting Standards (“IAS”), amendments and interpretations (“new and revised IFRSs”) issued by the International Accounting Standards Board (“IASB”) which are effective for annual accounting periods beginning on or after 1 October 2017 throughout the period.

Adoption of New and Revised IFRSs

In the current financial period, the Group has adopted all the new and revised IFRSs issued by the IASB that are relevant to its operations and effective for annual accounting periods beginning on or after 1 October 2017 as follows:

Amendments to IAS 7 Disclosure InitiativeAmendments to IAS 12 Recognition of Deferred Tax Assets for Unrealised LossesAmendments to IFRSs Annual Improvements to IFRS Standards 2014–2016 Cycle

New and amendments to IFRSs and interpretations in issue but not yet effective

The Group has not early applied the following new and revised IFRSs and interpretations that have been issued but not yet effective:

IFRS 9 Financial Instruments1

IFRS 15 Revenue from Contracts with Customers1

IFRS 16 Leases2

IFRS 17 Insurance Contracts3

IFRIC 22 Foreign Currency Transactions and Advance Consideration1

IFRIC 23 Uncertainty over Income Tax Treatments2

Clarification to IFRS 15 Revenues from Contracts with Customers1

Amendments to IFRS 2 Classification and Measurement of Share-based Payment Transactions1

Amendments to IFRS 4 Applying IFRS 9 Financial Instruments with IFRS 4 Insurance Contracts1

Amendments to IFRS 9 Prepayment Features with Negative Compensation2

Amendments to IFRS 10 and IAS 28

Sales or Contribution of Assets between an Investor and its Associate or Joint Venture4

Amendments to IAS 19 Plan Amendment, Curtailment or Settlement2

Amendments to IAS 28 Long-term Interests in Associates and Joint Ventures2

Amendments to IAS 40 Transfers of Investment Property1

Amendments to IFRSs Annual Improvements to IFRS Standards 2014–2016 Cycle1

Amendments to IFRSs Annual Improvements to IFRS Standards 2015–2017 Cycle2

1 Effective for annual periods beginning on or after 1 January 20182 Effective for annual periods beginning on or after 1 January 20193 Effective for annual periods beginning on or after 1 January 20214 Effective for annual periods beginning on or after a date to be determined by IASB



4. REVENUE, INCOME FROM A CONCESSION AGREEMENT AND SEGMENT INFORMATION

The Group is principally engaged in the provision of a wide range of construction services in Malaysia.

(a) Revenue

1H2018 1H2017RM RM


Construction contract revenue 306,421,545 353,810,932Supply and installation of elevators 30,778 –Building maintenance service income 5,419,660 5,282,470

311,871,983 359,093,402

(b) Income from a concession agreement

1H2018 1H2017RM RM


Income from concession agreement – imputed interest income 21,530,907 21,838,857



4. REVENUE, INCOME FROM A CONCESSION AGREEMENT AND SEGMENT INFORMATION (CONTINUED)

(c) Segment information

Information reported to the Executive Directors of the Company, being the chief operating decision makers, for the purposes of resource allocation and assessment of segment performance focuses on types of services provided. This is the basis on which the Group is organised.

Specifically, the Group’s operating and reportable segments under IFRS 8 “Operating Segments” are as follows:

(i) Building and structure – provision of construction services in building and structure construction works;

(ii) Energy transmission and distribution – provision of construction services in energy transmission and distribution works;

(iii) Mechanical and electrical – provision of construction services in mechanical and electrical installation works;

(iv) Earthwork and infrastructure – provision of construction services in earthwork and infrastructure construction works; and

(v) Concession and maintenance – provision of construction services under private finance initiative and related post-construction property management services in relation to the maintenance of the related facilities and infrastructure.

In addition to the above reportable segments, the Group has certain operating segments (including supply and installation of elevators) that do not meet any of the quantitative thresholds for determining reportable segments. These operating segments are grouped under “Others” segment.




(c) Segment information (Continued)

Segment revenue

The following is an analysis of the Group’s total segment revenue and results by reportable and operating segments:

For the six months period ended 31 March 2018 (Unaudited)

Buildingand

structure

Energytransmission

anddistribution

Mechanicaland

electrical

Earthworkand

infrastructure

Concessionand

maintenance Others Sub-total Elimination ConsolidatedRM RM RM RM RM RM RM RM RM

SEGMENT REVENUEExternal revenue 245,205,511 29,535,348 22,037,780 9,642,906 26,950,567 30,778 333,402,890 – 333,402,890Inter-segment revenue – – 49,523,726 – – 5,459,958 54,983,684 (54,983,684) –

Total 245,205,511 29,535,348 71,561,506 9,642,906 26,950,567 5,490,736 388,386,574 (54,983,684) 333,402,890

RESULTSSegment results 7,654,919 1,139,830 6,133,875 (3,539,634) 13,516,075 (599,695) 24,305,370 – 24,305,370

Unallocated corporate income less expenses (3,065,281)

Other loss (1,154,212)

Profit before tax 20,085,877





Other entity-wide segment information

For the six months period ended 31 March 2018 (Unaudited) (Continued)

Building andstructure

Energytransmission

anddistribution

Mechanicaland electrical

Earthworkand

infrastructure

Concessionand

maintenance Others Unallocated ConsolidatedRM RM RM RM RM RM RM RM

Additions of property, plant and equipment 2,079,079 250,428 9,835 – 8,457 – – 2,347,799Amortisation of intangible assets 3,589,235 – 781,098 64,730 237,669 – – 4,672,732Depreciation of property, plant and equipment 3,458,658 416,600 66,989 598,636 99,595 1,085 – 4,641,563

For the six months period ended 31 March 2017 (Audited)

Buildingand

structure

Energytransmission

anddistribution


Earthworkand

infrastructure

Concessionand

maintenance Others Sub-total Elimination ConsolidatedRM RM RM RM RM RM RM RM RM

SEGMENT REVENUEExternal revenue 267,722,873 26,678,303 26,009,984 33,399,772 27,121,327 – 380,932,259 – 380,932,259Inter-segment revenue – – 6,809,423 – – 5,983,920 12,793,343 (12,793,343) –

Total 267,722,873 26,678,303 32,819,407 33,399,772 27,121,327 5,983,920 393,725,602 (12,793,343) 380,932,259

RESULTSSegment results 30,229,978 3,012,386 3,482,254 (170,845) 14,497,168 327,873 51,378,814 – 51,378,814

Unallocated corporate income less expenses (4,918,592)

Profit before tax 46,460,222





Other entity-wide segment information (Continued)

For the six months period ended 31 March 2017 (Audited) (Continued)

Buildingand

structure

Energytransmission

anddistribution


Earthworkand

infrastructure

Concessionand

maintenance Others Unallocated ConsolidatedRM RM RM RM RM RM RM RM

Additions of property, plant and equipment 9,136,955 910,488 32,330 76,480 – – – 10,156,253Amortisation of intangible assets 3,285,699 327,416 451,757 685,205 237,669 – – 4,987,746Depreciation of property, plant and equipment 2,322,074 231,392 41,866 942,439 96,130 – – 3,633,901

The total segment revenue can be reconciled to the revenue as presented in the consolidated statement of profit or loss and other comprehensive income as follows:

1H2018 1H2017RM RM


Total segment revenue 388,386,574 393,725,602Less: Inter-segment revenue (54,983,684) (12,793,343)Less: Income from a concession agreement (21,530,907) (21,838,857)

Revenue as presented in consolidated statement of profit or loss and other comprehensive income 311,871,983 359,093,402



5. PROFIT BEFORE TAX

Profit before tax is arrived at after charging/(crediting):

1H2018 1H2017RM RM


Staff costs 17,674,331 13,510,328Amortisation of intangible assets 4,672,732 4,987,746Depreciation of property, plant and equipment 4,641,563 3,633,901Directors’ emoluments 1,504,251 254,950Realised foreign exchange loss 1,334,827 –Unrealised foreign exchange loss 1,154,212 –Minimum lease payments paid under operating leases

in respect of office premises 327,971 245,141Auditors’ remuneration 270,000 115,000Listing expenses (included in administrative and other expenses) 58,748 3,030,971Imputed interest income from trade receivables (21,530,907) (21,838,857)Interest income from bank deposits (1,302,088) (254,306)Bad debts previously written off recovered in current year (356,047) –

6. INCOME TAX EXPENSE

1H2018 1H2017RM RM


Malaysia Corporate Income Tax:Current period 4,853,000 10,427,026Underprovision in prior period – 1,650,530

4,853,000 12,077,556Deferred tax 1,820,044 2,828,523

6,673,044 14,906,079



7. EARNINGS PER SHARE

1H2018 1H2017(Unaudited) (Audited)

Basic and diluted (RM sen) 0.75 2.41

Basic and diluted

The calculation of the basic earnings per share is based on the following data:

1H2018 1H2017RM RM


Profit for the year attributable to the owners of the Company for the purpose of basic earnings per share 13,551,836 32,598,460

Number ofshares

Number ofshares

Weighted average number of ordinary shares for the purpose of calculating basic earnings per share:

At beginning and end of period 1,800,000,000 1,350,000,000

The weighted average number of ordinary shares in issue during 1H2017 was based on the assumption that 1,350,000,000 shares of the Company were in issue, comprising 1,000 shares in issue and 1,349,999,000 shares issued pursuant to the capitalisation issue had been effective from 2 July 2015 (the date of incorporation of BGMC Builder) to the end of the period.

There is no diluted earnings per share as there is no potential dilutive share during both periods.

8. PROPERTY, PLANT AND EQUIPMENT

Dur ing 1H2018, the Group acqui red i tems of proper ty , p lan t and equipment for RM2.3 mi l l ion (1H2017: RM10.2 million).



9. TRADE AND RECEIVABLES, DEPOSITS AND PREPAID EXPENSES

31 March2018

30 September2017

RM RM(Unaudited) (Audited)

Trade receivables:Third parties 337,752,168 350,018,810Related parties 9,744,825 28,855,867

347,496,993 378,874,677

Retention receivables:Third parties 41,567,413 36,661,593Related parties 38,086,078 32,048,501

79,653,491 68,710,094

Other receivables:Third parties 15,797,404 13,576,757Related parties 5,491 5,491

15,802,895 13,582,248Refundable deposits 7,361,061 5,645,381Prepaid expenses 2,074,983 3,393,996Goods and services tax receivable 2,869,272 1,437,309

455,258,695 471,643,705

Note: Included in trade receivables are receivables from a concession agreement amounted to RM283,573,163 (30 September 2017: RM286,617,093) as at 31 March 2018.



9. TRADE AND RECEIVABLES, DEPOSITS AND PREPAID EXPENSES (CONTINUED)

The following is an aged analysis of trade receivables (excluding receivables arising from the concession agreement) presented based on the invoice date at the end of each reporting period.

31 March2018

30 September2017


0–30 days 23,203,607 56,386,63931–90 days 8,164,700 18,531,742Over 90 days 32,555,523 17,339,203

63,923,830 92,257,584

10. AMOUNT DUE FROM/(TO) CUSTOMERS FOR CONTRACT WORKS

31 March2018

30 September2017


Contract costs incurred to date 2,159,169,971 1,936,211,121Recognised profits less recognised losses 318,476,788 296,364,541

2,477,646,759 2,232,575,662

Less: Progress billings received and receivable (2,233,211,670) (2,022,906,620)

244,435,089 209,669,042

Analysed for reporting purposes as:Amount due from customers for contract works 249,229,793 234,200,657Amount due to customers for contract works (4,794,704) (24,531,615)

244,435,089 209,669,042



11. SHARE CAPITAL

The share capital as at 30 September 2017 and 31 March 2018 represented the share capital of the Company following the completion of the Reorganisation on 6 December 2016 with details as follows:

Number ofshares Amount Amount

HK$ RM

Ordinary shares of HK$0.01 eachAuthorised:As at 18 November 2016

(the “Date of Incorporation”) (Note a) 30,000,000 300,000Increase in shares (Note c) 4,970,000,000 49,700,000

As at 30 September 2017/1 October 2017 and 31 March 2018 5,000,000,000 50,000,000

Issued and fully paid:As at 18 November 2016

(Date of Incorporation) (Note a) 100 1 1Arising from Reorganisation (Note b) 900 9 5Capitalisation issue (Note d) 1,349,999,000 13,499,990 7,396,685Issue of shares in connection with Global Offering

(Note e) 450,000,000 4,500,000 2,465,564

As at 30 September 2017/1 October 2017 and 31 March 2018 1,800,000,000 18,000,000 9,862,255



11. SHARE CAPITAL (CONTINUED)

Notes:

(a) On 18 November 2016, the Company was incorporated and registered as an exempted company in the Cayman Islands with an authorised share capital of HK$300,000 comprising 30,000,000 ordinary shares of HK$0.01 each and paid up share capital of HK$1 (equivalent to RM1) comprising 100 ordinary shares of HK$0.01 issued to the Controlling Shareholders.

(b) Pursuant to the Reorganisation on 6 December 2016, the issued and fully paid-up share capital of the Company was increased from HK$1 (equivalent to RM1) comprising 100 ordinary shares of HK$0.01 each to HK$10 (equivalent to RM6) comprising 1,000 ordinary shares of HK$0.01 each by way of issuance of 900 shares to the Controlling Shareholders in exchange for shares owned by them in BGMC Builder for the purpose of interspersing between BGMC Builder and the Controlling Shareholders as disclosed in Note 2.

(c) On 3 July 2017, pursuant to the written resolution of shareholders of the Company (“Shareholders”), the authorised share capital was increased to HK$50,000,000 divided into 5,000,000,000 ordinary shares of a par value of HK$0.01 each.

(d) Pursuant to a written resolution of the Shareholders passed on 20 July 2017, the allotted and issued share capital of the Company was increased from HK$10 (equivalent to RM6) comprising 1,000 ordinary shares of HK$0.01 each to HK$13,500,000 (equivalent to RM7,396,691) comprising 1,350,000,000 ordinary shares by way of issuance of 1,349,999,000 new ordinary shares of HK$0.01 each amounting in total to HK$13,499,990 (equivalent to RM7,396,685) to the Controlling Shareholders. This resolution was conditional on the share premium being credited as a result of the Global Offering and pursuant to this resolution, a sum of HK$13,499,990 (equivalent to RM7,396,685) standing to the credit of the share premium account was to be capitalised to pay up in full at par for the shares allotted and issued.

(e) Following the completion of the Global Offering on the Listing Date, the Company’s issued shares were successfully listed on the Stock Exchange. The issued and fully paid-up share capital of the Company was increased from HK$13,500,000 (equivalent to RM7,396,691) comprising 1,350,000,000 ordinary shares to HK$18,000,000 (equivalent to RM9,862,255) comprising 1,800,000,000 ordinary shares by way of issuance of 450,000,000 new ordinary shares at a price of HK$0.70 per share amounting to HK$315,000,000 (equivalent to RM172,589,445) to the public. Part of the proceeds received from the Global Offering amounting to HK$13,499,990 (equivalent to RM7,396,685) were then capitalised standing to the credit of the share premium account to pay up in full at par for the shares allotted and issued to the Controlling Shareholders as disclosed in Note 11(d).

Certain listing expenses from the Global Offering amounting to RM13,846,851 are being offset against the share premium.



12. TRADE AND OTHER PAYABLES

31 March2018

30 September2017


Trade payables:Third parties 142,883,179 155,141,097Related parties 14,382,257 14,999,045

157,265,436 170,140,142

Retention sum payables:Third parties 27,345,375 22,753,441Related parties 12,768,676 12,550,865

40,114,051 35,304,306

Other payables:Third parties 2,809,031 5,826,546Related party* 20,000,000 –

22,809,031 5,826,546Accruals 62,958,939 45,061,506

283,147,457 256,332,500

* Represents advance payment received from a related party for the purpose of to purchase construction materials.

The following is an aged analysis of trade payables based on the invoice date at the end of each reporting period:

31 March2018

30 September2017


0–30 days 51,971,235 60,163,17231–90 days 39,396,139 58,607,308Over 90 days 65,898,062 51,369,662

157,265,436 170,140,142



13. RELATED PARTY TRANSACTIONS

The Group had the following transactions with related parties during the following financial period:

31 March2018

31 March2017


Construction revenue from related parties 159,743,410 170,342,767Construction cost paid to related parties 5,063,302 7,362,099Rental of office premises to a related party 372,177 219,505Other expenses paid to related parties 112,181 160,400

14. DIVIDENDS

A final dividend in respect of the financial year ended 30 September 2017 of HK$0.015 per ordinary share, in an aggregate amount of HK$27,000,000 (RM13,309,244) has been proposed by the Board on 28 December 2017 and approved by the Shareholders in the annual general meeting on 26 February 2018. The final dividend has been paid through distribution of the Company’s share premium on 27 March 2018.

The Board does not recommend the payment of an interim dividend for the six months period ended 31 March 2018 (1H2017: Nil).

COVERCONTENTSCORPORATE INFORMATIONMANAGEMENT DISCUSSION AND ANALYSISCORPORATE GOVERNANCE AND OTHER INFORMATIONCONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOMECONSOLIDATED STATEMENT OF FINANCIAL POSITIONCONSOLIDATED STATEMENT OF CHANGES IN EQUITYCONSOLIDATED STATEMENT OF CASH FLOWSNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSBACK COVER

CONSTRUCTING OUR TOMORROW 共築明天...SOHO tower, a 29-storey SOHO tower and a 27-storey hotel...

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Transcript of CONSTRUCTING OUR TOMORROW 共築明天...SOHO tower, a 29-storey SOHO tower and a 27-storey hotel...